GENERAL TERMS AND CONDITIONS OF SALE
NADMED Oy | Version December 2025
1 Scope of Application
1.1 These General Terms and Conditions of Sale (“General Terms”) shall apply to all sales of Products and Services provided by NADMED Oy or any of its affiliated companies (collectively “NADMED”) to its customers (the “Customer”).
1.2 These General Terms are used as such or to complement a separate agreement between NADMED and the Customer (the “Agreement”) and are an essential part of such an Agreement.
1.3 In case of any discrepancies between the Agreement and these General Terms, the Agreement shall prevail. These General Terms supersede any of the Customer’s general terms unless otherwise agreed in writing between the parties.
1.4 These General Terms apply exclusively to business customers. Orders may only be placed by legal entities and not by consumers or individuals. If you act on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these General Terms, and "Customer" will then refer to the entity you represent.
2 Offer, Acceptance and Confirmation
2.1 If a separate agreement has not been concluded between the parties, NADMED’s offer, the Customer’s unreserved acceptance and NADMED’s order confirmation shall be deemed to form an Agreement between the parties.
2.2 Any offer made by NADMED is conditional on the Customer’s assent to all the terms and conditions of the offer. The Customer’s acceptance may be evidenced by (i) the Customer’s or its representative’s written or verbal assent (ii) the Customer’s or its representative’s acceptance of delivery of the Products or payment of purchase price, or (iii) any other conduct by the Customer or its representative corresponding to an acceptance of the offer.
2.3 NADMED’s offer is valid for the period of time stipulated in the offer or, if no such period of time is stipulated, for thirty (30) days from the date of the offer. NADMED has the right to revoke the offer at any time prior to the receipt by NADMED of the Customer’s acceptance thereof.
3 Online Sales
3.1 These General Terms apply as such to all online orders made by the Customer via selected online marketplaces (the “Marketplace”) or NADMED’s website www.nadmed.com. All online orders are subject to availability.
3.2 All online orders are subject to acceptance and written confirmation by NADMED provided via the Marketplace or by email or otherwise in writing and once accepted by NADMED become final and binding. NADMED will inform the Customer in writing if it is unable to accept the order.
4 Products and Services
4.1 For the purposes of these General Terms, the terms Products and Services shall have the following meanings:
“Products” shall mean the diagnostic toolbox NADMED Kit and any other products and materials to be provided by NADMED to the Customer, including the instructions for use and related documents.
“Services” shall mean the analysis services and any other services to be provided by NADMED to the Customer.
4.2 In its Products and Services, NADMED utilizes its proprietary assay technology to measure individual levels of Nicotinamide Adenine Dinucleotide (NAD) and glutathione metabolites from blood and other matrices of human or animal origin. All four NAD metabolites (NAD+, NADH, NADP+, and NADPH) and two glutathiones (GSH and GSSG) can be measured using standard lab equipment and the technique can be applied to both analysing individual samples and high-throughput screening.
5 Prices and Payment
5.1 Unless otherwise agreed in writing between the parties, the effective purchase prices applied by NADMED at the time of the Customer’s order shall be applicable. NADMED’s prices are subject to change without notice. The prices are stated in Euros and/or USD and exclusive of taxes and tax-like charges (including VAT), levies and other charges in relation to packaging, labelling, carriage and freight all of which the Customer shall bear where applicable. For delivery and packaging, additional costs and expenses may apply.
5.2 In relation to online sales, payment shall be made by credit and debit cards (Visa, MasterCard or American Express), PayPal, bank transfer, or another payment method made available by notice on the Marketplace or NADMED’s website. All payments must be processed electronically using one of the accepted payment methods listed above. Payment by cash on delivery is not available. If for any reason the payment cannot be processed, the order is cancelled.
5.3 NADMED may invoice the Customer (either directly or via the Marketplace) for the price of the Products or Services upon order confirmation or at delivery, or at any point between order confirmation and delivery. If deliveries are made in instalments, each instalment may be invoiced separately. All invoices are due net fourteen (14) days from the date of the invoice. All overdue invoices shall bear an annual interest at the rate of ten per cent (10%) accruing from the due date until paid in full. For clarity, at NADMED’s discretion and at any point of order confirmation or delivery, NADMED may require that the invoice has been paid in full before the delivery of the Products or Services.
5.4 In the event of any default in payment by the Customer, NADMED reserves the right to withhold performance of any work and delivery of any Products or Services until the payment is received by NADMED in addition to any other rights and remedies available under the Agreement or at law.
6 Delivery
6.1 Unless otherwise agreed in writing between the parties, the Products shall be delivered via a courier service accepted by NADMED, such as FedEx, DHL or UPS.
6.2 Unless otherwise agreed in the Agreement or in the order accepted and confirmed by NADMED, the Products will be delivered DAP Customer's location (Incoterms 2020) (as modified by Section 6.3 below).
6.3 Notwithstanding the applicable delivery term, all costs related to the delivery of the Products and any materials related to the provision of the Services shall be charged to and borne by the Customer. The Customer shall be responsible for all import clearance, customs duties, and taxes.
6.5 NADMED will use reasonable efforts to meet any given delivery time or date. Notwithstanding the foregoing, any delivery time or date given by NADMED is an estimate only and non-binding on NADMED.
6.6 The Customer shall immediately after receipt of the Products conduct a visual and quantitative inspection of the Products. The Customer's receipt of the Products shall be an unqualified acceptance of, and a waiver by, the Customer of the right to make any claim of shortage, damages, defects or other non-conformity with respect to the Products which the Customer discovers or should have discovered during the inspection, unless the Customer gives NADMED notice of a claim or of non-conformance of the Products within seven (7) days after such receipt and prior to application or use of the Products.
6.7 Any statements made in NADMED's order confirmation as to the kind, dimensions and quality of the Products to be delivered shall be binding on NADMED only if these statements have been separately agreed upon in writing. In no event shall NADMED be held liable for any incorrectly delivered Products following the seventh (7th) calendar day from the invoice date, if the Products’ identity as stated on any shipping documentation conforms with NADMED's order confirmation.
7.1 NADMED warrants, subject to Section 7.4 and Section 8 (Limitation of Liability), that Products manufactured by NADMED will be free from defects caused by manufacture for a period of forty-five (45) days from the date of delivery for any non-perishable Products or until the expiration date (if present) on any perishable Product (the “Limited Warranty”). NO OTHER EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE PRODUCTS. NADMED EXPRESSLY EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
7.2 The Customer’s sole and exclusive remedy and NADMED’s only obligation for a breach of the Limited Warranty shall be, at NADMED’s sole discretion, either (i) repair or replacement of the defective or non-conforming Products, or (ii) refund of the purchase price of the same, if paid.
7.5 Products returned to NADMED under the Limited Warranty will incur a charge, to be fixed by NADMED, if no defect is found. The Customer bears all cost of delivery and insurance of Products returned under the Limited Warranty.
8.1 NADMED SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN THE DELIVERY OF THE PRODUCTS.
8.2 IN NO EVENT SHALL NADMED BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT, BUSINESS, GOODWILL OR REPUTATION, DOWNTIME, OPERATING OR MAINTENANCE COSTS, EQUIPMENT DAMAGE OR PRODUCT SPOILAGE, WATER DAMAGE, LEAKAGE OR FLOODS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE DELIVERY AND/OR SALE OF THE PRODUCTS AND/OR THE SERVICES, AND/OR USE OF THE PRODUCTS WHETHER BY THE CUSTOMER OR BY ANY THIRD PARTY EVEN IF NADMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
8.3 THE TOTAL AGGREGATE LIABILITY OF NADMED HOWSOEVER ARISING IN CONNECTION WITH THESE GENERAL TERMS OR THE AGREEMENT, WHETHER FOR NEGLIGENCE OR BREACH OF CONTRACT OR OTHERWISE, SHALL IN NO EVENT EXCEED THE VALUE OF THE PRODUCTS SOLD BY NADMED TO THE CUSTOMER UNDER THE AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM FIRST AROSE.
8.4 THE REMEDY SET FORTH ABOVE IS INTENDED SOLELY FOR THE BENEFIT OF THE CUSTOMER. ALL CLAIMS MUST BE MADE BY THE CUSTOMER AND MAY NOT BE MADE BY ANY THIRD PARTY.
8.5 Any minor damages (such as scratches, spots, pressure marks), shall not entitle the Customer to any warranty claim. Commercial tolerances with respect to dimensions, finish, colour, weight, etc. of the Products and all other articles manufactured by NADMED, or minor variations from the data stated in NADMED's product documentation and descriptive literature shall neither entitle the Customer to any warranty claim nor to a rejection of the Products delivered.
8.6 These limitations of liability shall not apply in cases of liability for personal injury or death resulting from the negligence of NADMED, its employees and agents.
9 Trials, Cancellation and Returns
9.1 The Customer acknowledges and agrees that if NADMED notifies the Customer that the Products are sold or provided on a “trial” or “testing” basis, such delivery shall be for the purpose of evaluating the performance, efficacy or suitably of such Products. IN SUCH AN EVENT: (A) NADMED DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE EXPRESS WARRANTY PROVIDED IN SECTION 7 HEREOF AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) NADMED SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO SUCH TRIAL OR TEST BASIS PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE PURCHASE PRICE AND TRANSPORTATION COSTS PAID BY THE CUSTOMER FOR THE SAME; AND (C) THE CUSTOMER AGREES TO INDEMNIFY AND HOLD NADMED HARMLESS IN FULL FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, FINES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES AND EXPENSES) ARISING OUT OF OR RELATING TO SUCH TRIAL OR TEST.
9.2 The Products delivered are not subject to return or cancellation under any circumstance, except for returns under the Limited Warranty. For clarity, the Customer's obligation to pay the purchase price remains unconditional, regardless of whether payment is required at order confirmation or at delivery, and regardless of any claim that the Customer failed to read the offer, instructions, or product specifications, or lacks the necessary equipment or facilities to use the Products.
10 Regulatory laws and standards
10.1 The Customer shall be responsible for complying with all local laws relating to the possession and use of the Products at its own cost and expense.
11 Safety and Recall
11.1 The Customer should ensure that the persons responsible for the shipping, storage, handling and/or use of the Products provided by NADMED have all the information required on health and safety requirements as required by the applicable law.
11.2 The Customer shall keep NADMED informed of all complaints concerning the Products and shall comply with any directions of NADMED in any issues, proceedings or negotiations relating to such complaints.
11.3 In the event of any product recall, the Customer shall cooperate with NADMED to enable it to fulfil its legal duties.
12 Hazards
12.1 The Customer acknowledges that it understands the nature and characteristics of the Products sold hereunder, the hazards, if any, associated with such Products and that it is familiar with the labelling and literature concerning the Products. The Customer agrees to warn all persons who may become exposed to the Products after delivery to the Customer hereunder of any hazards associated with such Product and to instruct its customers, agents and employees to safely use such Products.
13 Intellectual Property Rights
13.1 All intellectual property rights in and related to NADMED’s proprietary assay technology, the Products and all materials provided by NADMED to the Customer are and shall remain the property of NADMED. The Customer has the right to use such materials solely for the purposes for which they are provided by NADMED.
14 Indemnities
14.1 The Customer agrees to indemnify and hold harmless NADMED from and against any and all claims, demands, liabilities, damages, losses, fines, costs and expenses, including legal fees and expenses (collectively, “Claims”), which may accrue or are sustained by NADMED on account of (a) any use of the Products by the Customer not in compliance with these General Terms or the Agreement; (b) any failure by Customer to comply with laboratory practices that are consistent with industry practice, laws, guidelines or decisions in the handling or use of the Products; (c) any violation or infringement of any patent or other proprietary rights of third parties by the Customer in the handling or use of the Products; (d) the Customer's failure to comply with any applicable federal, state and local laws, ordinances, regulations, rules and orders, including, but not limited to those governing pollution, ecology, labour, health and the environment; or (e) any other use or misuse of the Products by the Customer.
14.2 The Customer shall have no duty to indemnify NADMED where such Claims arise out of NADMED's breach of the Limited Warranty, sole negligence or wilful misconduct in which event NADMED's liability shall be limited as set forth in Section 8 above.
15 Confidentiality
15.1 Any and all trade secrets, drawings, designs, samples, other technical, financial, marketing, sales, production, subcontracting, pricing and other confidential and/or proprietary information disclosed by a party, whether pertaining to the Products, Services, or otherwise to the agreement between the parties, or the disclosing party, its products, businesses, operations, or plans, shall not be disclosed to any third party by the receiving party and, unless otherwise agreed in writing, shall be used solely for the purposes of the agreement between the parties. The receiving party shall ensure that its directors, officers, employees and agents comply with the obligations herein. Unless otherwise agreed in writing between the parties, the confidentiality obligations herein shall remain in force to the maximum term permitted by the applicable law.
15.2 The following information shall not be considered confidential: (i) information which was in the public domain at the time of disclosure or later became part of the public domain without any breach or negligence of the receiving party; (ii) information which was in a verifiable way in the possession of the receiving party prior to the disclosure of the information and which the receiving party has not received from the other party directly or indirectly; or (iii) information which was in a verifiable way independently developed by the receiving party.
15.3 The Customer shall not, directly or indirectly, reverse engineer or aid or assist in reverse engineering of the Products or any portion thereof.
16.1 NADMED shall not be liable for any delay or non-performance of its obligations under these General Terms or the Agreement in so far as such a delay or non-performance results from any circumstances beyond NADMED’s control, including but not limited to natural disasters, strike, lockout or other labour disputes, fire, explosion, flood, pandemic, acts of God, acts of government, war or unforeseen shortages or unavailability of fuel, power, raw materials, supplies or transportation means (“Force Majeure”).
16.2 In case NADMED is impeded from delivering or performing due to Force Majeure, it shall inform the Customer about the impediment without undue delay. The performance of NADMED’s obligations shall be suspended for the duration of the Force Majeure. As soon as the Force Majeure has been remedied, NADMED shall reassume its obligations.
16.3 If the Force Majeure extends for a period of three (3) months, NADMED shall have the right to cancel the delivery or performance and terminate the Agreement.
17 Data Protection
17.1 NADMED processes personal data in accordance with the laws applicable to the protection of personal data for, amongst others, the purposes of handling Product and Service orders, managing customer relationships and marketing. We explain how we process your personal data in NADMED’s privacy notice. NADMED is in full compliance with all the applicable laws and regulations concerning health information and patient data at all times.
18 Miscellaneous
18.1 These General Terms and the Agreement constitute the entire agreement and understanding between the Customer and NADMED in connection with the sale of the Products and Services.
18.2 Failure by NADMED to insist upon strict performance of any term, warranty or condition of these General Terms or the Agreement shall not be deemed a waiver of any term, warranty or condition, or of any rights NADMED may have. No express waiver by NADMED will be deemed a waiver of any subsequent breach of any term, warranty or condition.
18.3 If any provision of these General Terms is declared invalid, unenforceable or unlawful for whatever reason, all other provisions of these General Terms shall remain in full force and effect.
18.4 NADMED may assign or delegate these General Terms or the Agreement, in whole or in part, to any person or entity, including NADMED’s affiliates, at any time with or without the Customer’s consent. The Customer shall not be entitled to assign any rights or obligations under these General Terms or the Agreement without the prior written consent of NADMED.
18.5 NADMED reserves the right to make any amendments or modifications to these General Terms at any time. Such amendments and modifications shall have effect on all offers referring to these General Terms as from the date of such an offer, and on any Agreement thirty (30) days from notification of such amendments or modifications by NADMED to the Customer, unless the Customer has notified NADMED within such a time period that it objects thereto.
18.6 NADMED may subcontract the performance of its obligations, in whole or in part. NADMED remains fully responsible for the acts and omissions of its subcontractors as if they were its own.
18.7 All notices or communications under these General Terms must be in writing. The Customer may contact us by email at info@nadmed.com or by post to NADMED Oy, Tukholmankatu 8, 00290 Helsinki, Finland. We may notify the Customer via email to the address the Customer provided during the order process, via notices posted in the online store, or by post. The Customer is responsible for ensuring that its contact details are current and accurate.
19 Governing Law and Disputes
19.1 These General Terms and the Agreement are governed by the laws of Finland, excluding its conflict of laws rules or principles.
19.2 Any dispute, controversy or claim arising out of or relating to these General Terms or the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.